SCHEDULE 14A

                            SCHEDULE 14A INFORMATION
                Proxy Statement Pursuant to Section 14(a) of the
                         Securities Exchange Act of 1934
                               (Amendment No. __)

Filed by Registrant [X]

Filed by a Party other than the Registrant [   ]

Check the appropriate box:

     [X]  Preliminary Proxy Statement
     [ ]  Confidential, for Use of the Commission Only (as permitted by Rule
          14a-6(e)(2))
     [ ]  Definitive Proxy Statement
     [ ]  Definitive Additional Materials
     [ ]  Soliciting Material Pursuant to ss.240.14a-11(c) or ss.240.14a-12


                       Universal Insurance Holdings, Inc.
               --------------------------------------------------
                (Name of Registrant as Specified In Its Charter)

               --------------------------------------------------
      (Name of Person(s) Filing Proxy Statement, if other than Registrant)

Payment of Filing Fee (Check the appropriate box):

     [X]  No fee required.

     [ ]  Fee  computed on table below per  Exchange  Act Rules 14a-6(i)(1)  and
          0-11:

          1)    Title of each class of securities to which transaction applies:

          2)    Aggregate number of securities to which transaction applies:

          3)    Per unit price or other underlying value of transaction computed
                pursuant  to  Exchange  Act Rule 0-11 (set  forth the  amount on
                which the filing is calculated and state how it was determined):

          4)    Proposed maximum aggregate value of transaction:

          5)    Total fee paid:

     [ ]  Fee paid previously with preliminary materials.




     [ ]  Check box if any part of the fee is offset as  provided  by Exchange
          Act Rule  0-11(a)(2)  and identify the filing for which the offsetting
          fee was paid previously.  Identify the previous filing by registration
          statement number, or the Form or Schedule and the date of its filing.

          1)    Amount Previously Paid:

          2)    Form, Schedule or Registration Statement Number:

          3)    Filing Party:

          4)    Date Filed:



                                November 11, 2005


Dear Shareholder:

     On behalf of the Board of Directors, I invite you to attend the 2005 Annual
Meeting of Shareholders ("Annual Meeting") of Universal Insurance Holdings, Inc.
("Company").  The Annual  Meeting will be held at 10:00 a.m.,  Eastern  Standard
Time,  on Wednesday,  December 7, 2005 at the executive  offices of the Company,
1110 West Commercial Boulevard, Suite 100, Fort Lauderdale, Florida 33309.

     The  shareholders  will be asked (i) to elect five directors to hold office
until the 2006 annual  meeting or until their  successors  have been elected and
qualified;  (ii)  to  approve  an  amendment  to the  Company's  Certificate  of
Incorporation,  as amended and  restated,  to increase the number of  authorized
shares of common  stock of the  Company  from  40,000,000  shares to  50,000,000
shares; and (iii) to ratify the appointment of Blackman Kallick  Bartelstein LLP
as the independent registered public accounting firm of the Company for the year
ending December 31, 2005. The Board of Directors has unanimously  approved these
proposals and we urge you to vote in favor of these  proposals and in accordance
with the Board's recommendation on such other matters as may be submitted to you
for a vote at the meeting.

     Your vote is very  important,  regardless  of the number of shares you own.
Please  sign and  return  each  proxy  card  that you  receive  in the  enclosed
postage-paid  envelope,  which is provided for your  convenience.  The return of
your proxy card will not  prevent you from voting in person but will assure that
your vote is counted if you are  unable to attend  the Annual  Meeting.  We look
forward to seeing you on December 7, 2005.


                                           Sincerely,


                                           --------------------
                                           Bradley I. Meier
                                           President





1110 West Commercial Boulevard, Suite 100, Fort Lauderdale, Florida 33309, (954)
958-1200



                       UNIVERSAL INSURANCE HOLDINGS, INC.
                    1110 WEST COMMERCIAL BOULEVARD, SUITE 100
                         FORT LAUDERDALE, FLORIDA 33309

                                     NOTICE
                         ANNUAL MEETING OF SHAREHOLDERS
                           TO BE HELD DECEMBER 7, 2005

     NOTICE  IS  HEREBY  GIVEN  that the 2005  Annual  Meeting  of  Shareholders
("Annual Meeting") of Universal Insurance Holdings, Inc., a Delaware corporation
("Company"),  will be held at 10:00 a.m.,  Eastern  Standard Time, on Wednesday,
December 7, 2005, at the executive offices of the Company,  1110 West Commercial
Boulevard,  Suite  100,  Fort  Lauderdale,  Florida  33309,  for  the  following
purposes:

     1.   To elect five  directors,  each to hold  office  until the 2006 annual
          meeting or until their successors have been elected and qualified;

     2.   To approve an amendment to the Company's Certificate of Incorporation,
          as amended and restated,  to increase the number of authorized  shares
          of common stock of the Company from  40,000,000  shares to  50,000,000
          shares;

     3.   To ratify the appointment of Blackman  Kallick  Bartelstein LLP as the
          independent  registered  public accounting firm of the Company for the
          year ending December 31, 2005; and

     4.   To transact any other  business as may properly come before the Annual
          Meeting or any adjournment thereof.

     The Board of Directors  has fixed the close of business on November 9, 2005
as the record date for the determination of shareholders  entitled to notice of,
and to vote at, the Annual Meeting and at any  adjournment  thereof.  A complete
list of  shareholders  of  record  of the  Company  on the  record  date will be
available for  examination by any  shareholder,  for any purpose  germane to the
Annual Meeting,  during ordinary business hours, for the ten-day period prior to
the  Annual  Meeting,  at the  executive  offices  of  the  Company,  1110  West
Commercial Boulevard, Suite 100, Fort Lauderdale, Florida 33309.

     It is  important  that your shares be  represented  at the Annual  Meeting.
Whether or not you expect to be present,  please fill in, date,  sign and return
the enclosed proxy form in the accompanying addressed, postage-prepaid envelope.
If you attend the meeting, you may revoke your proxy and vote in person.


     In the event that there are not sufficient  votes to approve any one of the
foregoing proposals at the time of the Annual Meeting, the Annual Meeting may be
adjourned to permit further solicitation of proxies by the Company.

                                    BY ORDER OF THE BOARD OF DIRECTORS

                                    -----------------------------------
                                    Norman M. Meier
                                    Secretary

Fort Lauderdale, Florida
November 11, 2005

     WHETHER  OR NOT YOU PLAN TO BE  PRESENT  IN PERSON AT THE  ANNUAL  MEETING,
PLEASE  COMPLETE,  SIGN AND DATE THE ENCLOSED PROXY AND RETURN IT AS PROMPTLY AS
POSSIBLE IN THE ACCOMPANYING  POSTAGE-PREPAID ENVELOPE.  SHAREHOLDERS WHO ATTEND
THE MEETING MAY REVOKE THEIR PROXIES AT THE MEETING AND VOTE IN PERSON.

                                       2

                       UNIVERSAL INSURANCE HOLDINGS, INC.
                    1110 WEST COMMERCIAL BOULEVARD, SUITE 100
                         FORT LAUDERDALE, FLORIDA 33309


                                 PROXY STATEMENT

     This Proxy  Statement is furnished in connection  with the  solicitation by
the Board of  Directors  ("Board")  of  Universal  Insurance  Holdings,  Inc., a
Delaware corporation  ("Company"),  of proxies to be voted at the Annual Meeting
of Shareholders of the Company ("Annual  Meeting"),  to be held at the executive
offices  of the  Company,  1110  West  Commercial  Boulevard,  Suite  100,  Fort
Lauderdale, Florida 33309, on Wednesday, December 7, 2005 at 10:00 a.m., Eastern
Standard Time, and at any and all postponements or adjournments thereof, for the
purposes set forth in the accompanying Notice of Annual Meeting.

     A copy of the  Annual  Report of the  Company  for its  fiscal  year  ended
December 31, 2004 is included.  This Proxy Statement,  Notice of Annual Meeting,
accompanying  proxy card,  and Annual Report are first  expected to be mailed to
shareholders on or about November 11, 2005.

              INFORMATION RELATING TO VOTING AT THE ANNUAL MEETING

     The close of  business  on  November 9, 2005 has been fixed by the Board as
the record date ("Record Date") for  determination  of shareholders  entitled to
notice of, and to vote at, the Annual Meeting.  Therefore,  only shareholders of
record as of the close of business  on  November 9, 2005 are  entitled to notice
of, and to vote at, the Annual  Meeting  or any  postponements  or  adjournments
thereof.  The securities to be voted at the Annual Meeting consist of (i) shares
of Common Stock of the Company, $0.01 par value per share ("Common Stock"), with
each share  entitling  its  record  owner to one vote,  (ii)  shares of Series M
Preferred  Stock of the Company,  $0.01 par value per share ("Series M Preferred
Stock"), with each share entitling its record owner to one vote and (iii) shares
of Series A Preferred Stock of the Company, $0.01 par value per share ("Series A
Preferred  Stock"),  with each share entitling its record owner to one vote. The
holders of Series M Preferred Stock, voting separately as a series, are entitled
to elect two directors.  The holders of Common Stock,  Series M Preferred  Stock
and Series A Preferred  Stock,  voting  together as one class,  are  entitled to
elect the remaining directors.

     If the accompanying proxy card is properly signed,  returned to the Company
in  time  to be  voted  at the  Annual  Meeting,  and not  revoked,  the  shares
represented  by such  card  will be voted in  accordance  with the  instructions
contained on such card.  Unless  contrary  instructions  are given,  the persons
designated  as proxy  holders in the proxy card will vote FOR Proposals 1, 2 and
3. If any other  matters  properly come before the Annual  Meeting,  the persons
named as proxy  holders will vote upon such matters as  determined by a majority
of the Board.

     Each  shareholder may revoke a previously  granted proxy at any time before
it is  exercised  by  filing  with  the  Secretary  of the  Company  a  revoking
instrument  or a duly  executed  proxy  bearing a later date.  The powers of the
proxy  holders will be suspended if the person  executing  the proxy attends the
Annual Meeting in person and so requests.  Attendance at the Annual Meeting will
not, in itself, constitute revocation of a previously granted proxy.






  Class of Voting Stock    Number of Record        Number of Shares        Amount of Votes
  ---------------------        Holders              Outstanding           Entitled to be Cast
                         as of the Record Date   as of the Record Date   as of the Record Date
                         ---------------------   ---------------------   ---------------------
                                                                    
Common Stock                      41                 36,463,219              36,463,219
Series M Preferred Stock           4                   88,690                  88,690
Series A Preferred Stock           3                   49,950                  49,950


     The  Company  had no other class of voting  securities  outstanding  on the
Record Date.

     The  presence,  in person or by proxy of at least a  majority  of the total
number of  outstanding  shares of the Series M Preferred  Stock entitled vote at
the Annual  Meeting  for those  matters  where a  separate  vote of the Series M
Preferred  Stock is required,  and of at least a majority of the total number of
outstanding  shares of the Common Stock,  Series M Preferred  Stock and Series A
Preferred  Stock  entitled to vote at the Annual Meeting for those matters where
the Common Stock,  Series M Preferred Stock and Series A Preferred Stock, voting
together as a class,  is required,  is  necessary to  constitute a quorum at the
Annual Meeting.  If a quorum is not present at the Annual Meeting, a majority of
the shares so  represented  may vote to adjourn the Annual  Meeting from time to
time without further notice.  If a quorum is present,  the affirmative vote of a
majority  of the votes  actually  cast at the  meeting,  whether in person or by
proxy,  is necessary to elect the  nominees for  directors.  With respect to the
amendment of the Company's  Certificate of Incorporation,  the vote required for
approval shall be the affirmative  vote of the holders of at least a majority of
the  issued and  outstanding  shares of capital  stock  entitled  to vote at the
Annual Meeting. There is no cumulative voting in the election of directors. With
respect to any other matter properly  brought before the Annual Meeting,  or any
adjournment of the Annual  Meeting,  the vote required for approval shall be the
affirmative  vote of a majority of the total number of votes that those  present
at the Annual Meeting, in person or by proxy, are entitled to cast.

     Under Delaware law,  shares  represented  at the Annual Meeting  (either by
properly  executed  proxies or in person)  that reflect  abstentions  or "broker
non-votes" (i.e., shares held by a broker or nominee that are represented at the
Annual  Meeting,  but with  respect  to which  such  broker  or  nominee  is not
empowered to vote on a particular  proposal)  will be counted as shares that are
present and  entitled  to vote for  purposes of  determining  the  presence of a
quorum.  Abstentions  as to any  proposal  will  have the same  effect  as votes
against the proposal.  With respect to Proposals 1 and 3, broker  non-votes will
be treated as unvoted for  purposes of  determining  approval of such  proposals
(and therefore  will reduce the absolute  number - although not the percentage -
of votes  needed for  approval)  and will not be counted as votes for or against
the proposals.  With respect to Proposal 2, however,  broker non-votes will have
the same effect as votes against the proposal.

     A shareholder may revoke his or her proxy at any time prior to its exercise
by (i) filing with Norman M. Meier,  Secretary,  Universal  Insurance  Holdings,
Inc., 1110 West Commercial Boulevard, Suite 100, Fort Lauderdale, Florida 33309,
written notice  thereof,  (ii)  submitting a duly executed proxy bearing a later
date, or (iii)  appearing at the Annual Meeting and giving the Secretary  notice

                                      - 4 -


of his or her  intention  to  vote  in  person.  Unless  previously  revoked  or
otherwise instructed thereon, proxies will be voted at the Annual Meeting on the
proposals as described above.

     The Company will bear the cost of soliciting  proxies in the enclosed form.
Officers and regular  employees of the Company may solicit  proxies by a further
mailing or personal  conversations or via telephone or facsimile,  provided that
they do not receive  compensation  for doing so. The Company will, upon request,
reimburse brokerage firms and others for their reasonable expenses in forwarding
solicitation material to the beneficial owners of stock.


              STOCK OWNED BY MANAGEMENT AND PRINCIPAL SHAREHOLDERS

     The close of  business  on  November 9, 2005 has been fixed by the Board as
the Record Date for determination of shareholders  entitled to notice of, and to
vote at, the  Annual  Meeting  The  number of shares of voting  stock held as of
November 9, 2005 by each holder of more than 5% of the outstanding  voting stock
of the Company,  each director of the Company,  each nominee for reelection as a
director, each executive officer named in the Summary Compensation Table on page
13 of this Proxy  Statement  and all  directors  and  executive  officers of the
Company as a group is set forth below.

SERIES M PREFERRED STOCK

     As  of  November  9,  2005,   directors  and  named   executive   officers,
individually  and as a group,  beneficially  owned  Series M Preferred  Stock as
follows:



Name and Address of Beneficial    Amount and Nature of Beneficial   Percent of Class
           Owner (1)                       Ownership                ----------------
           -----                           ---------
                                                                    
Bradley I. Meier*(2)                        48,890                        48.0%
Norman M. Meier* (3)                        53,000                        52.0%
Officers and directors as a group           86,890                        98.0%
  (2 persons) (4)


*     Director and Nominee

(1)  Unless otherwise indicated,  the Company believes that each person has sole
     voting  and  investment  rights  with  respect  to the  shares  of Series M
     Preferred  Stock  of  the  Company  specified  opposite  his  name.  Unless
     otherwise  indicated,  the  mailing  address  of  each  shareholder  is c/o
     Universal Insurance Holdings,  Inc., 1110 West Commercial Boulevard,  Suite
     100, Fort Lauderdale, Florida 33309.

(2)  Consists of (i) 33,890  shares of Series M Preferred  Stock and (ii) 15,000
     shares of Series M Preferred Stock beneficially owned by Belmer Partners, a
     Florida  General  Partnership  ("Belmer"),  of which Mr. Meier is a general
     partner. Excludes all shares of Series M Preferred Stock owned by Norman M.
     Meier and Phyllis R. Meier, Mr. Meier's father and mother, respectively, as
     to which Mr. Meier disclaims beneficial ownership.

                                     - 5 -


(3)  Consists of (i) 38,000  shares of Series M Preferred  Stock and (ii) 15,000
     shares of Series M Preferred Stock  beneficially  owned by Belmer, of which
     Mr. Meier is a general  partner.  Excludes all shares of Series M Preferred
     Stock owned by Bradley I. Meier and Phyllis R. Meier,  Mr.  Meier's son and
     former spouse,  respectively,  as to which Mr. Meier  disclaims  beneficial
     ownership.

(4)  See footnotes (1) - (3) above.


SERIES A PREFERRED STOCK

     As  of  November  9,  2005,   directors  and  named   executive   officers,
individually  and as a group,  beneficially  owned  Series A Preferred  Stock as
follows:

     Name and Address of           Amount and Nature of
     Beneficial Owner (1)          Beneficial Ownership       Percent of Class
     --------------------          --------------------       ----------------

Norman M. Meier* (2)                       9,975                     20%
Officers and directors as a
  group (1 person) (3)                     9,975                     20%

*    Director and Nominee

(1)  Unless otherwise indicated,  the Company believes that each person has sole
     voting  and  investment  rights  with  respect  to the  shares  of Series A
     Preferred  Stock  of  the  Company  specified  opposite  his  name.  Unless
     otherwise  indicated,  the  mailing  address  of  each  shareholder  is c/o
     Universal Insurance Holdings,  Inc., 1110 West Commercial Boulevard,  Suite
     100, Fort Lauderdale, Florida 33309.

(2)  Consists of 9,975 shares of Series A Preferred Stock  beneficially owned by
     Belmer,  of which Mr.  Meier is a general  partner.  Excludes all shares of
     Series A  Preferred  Stock owned by Phyllis R. Meier,  Mr.  Meier's  former
     spouse, as to which Mr. Meier disclaims beneficial ownership.

(3)  See footnotes (1) - (2) above.

COMMON STOCK

     As  of  November  9,  2005,   directors  and  named   executive   officers,
individually and as a group, beneficially owned Common Stock as follows:

 Name and Address of            Amount and Nature of
 Beneficial Owner (1)         Beneficial Ownership (2)     Percent of Class
 --------------------         ------------------------     ----------------

Bradley I. Meier* (3)                   21,911,110               60.1%
Sean P. Downes* (4)                      3,359,444                9.2%
Norman M. Meier* (5)                     2,667,529                7.3%
Reed J. Slogoff* (6)                       255,000                 .7%
Joel M. Wilentz* (7)                       255,000                 .7%


                                     - 6 -


James M. Lynch (8)                           225,000                   .7%

Officers and directors as a group         28,673,083                 78.7%
   (6 people) (9)

*    Director and Nominee

(1)  Unless otherwise indicated,  the Company believes that each person has sole
     voting and investment  rights with respect to the shares of Common Stock of
     the Company specified  opposite his name. Unless otherwise  indicated,  the
     mailing address of each  shareholder is c/o Universal  Insurance  Holdings,
     Inc., 1110 West Commercial Boulevard,  Suite 100, Fort Lauderdale,  Florida
     33309.

(2)  A person is deemed to be the  beneficial  owner of Common Stock that can be
     acquired by such person within 60 days of the date hereof upon the exercise
     of warrants or stock  options or  conversion  of Series A Preferred  Stock,
     Series  M  Preferred  Stock  or  convertible   debt.  Except  as  otherwise
     specified,  each beneficial owner's  percentage  ownership is determined by
     assuming that warrants,  stock options,  Series A Preferred Stock, Series M
     Preferred Stock and  convertible  debt that is held by such person (but not
     those held by any other  person) and that are  exercisable  or  convertible
     within 60 days from the date hereof, have been exercised or converted.

(3)  Consists  of (i) (a)  16,190,170  shares of Common  Stock,  (b)  options to
     purchase  1,875  shares of Common  Stock at an exercise  price of $9.00 per
     share,  options to  purchase  1,875  shares of Common  Stock at an exercise
     price of $12.50 per share, ten-year options to purchase 90,000 shares at an
     exercise  price of $2.88 as to 45,000  shares and $3.88 as to the remaining
     45,000 shares granted pursuant to Mr. Meier's employment agreement, options
     to purchase 90,000 shares of Common Stock at an exercise price of $1.13 per
     share and options to purchase 500,000 shares of Common Stock at an exercise
     price of $1.25 per share,  (c) warrants to purchase 15,429 shares of Common
     Stock at an exercise price of $1.75 per share, warrants to purchase 339,959
     shares of Common Stock at an exercise price of $3.00 per share, warrants to
     purchase  82,000  shares of Common Stock at an exercise  price of $1.00 per
     share and  warrants  to  purchase  131,700  shares  of  Common  Stock at an
     exercise  price of $.75 per  share,  (d)  169,450  shares of  Common  Stock
     issuable  upon  conversion  of Series M  Preferred  Stock,  (e)  options to
     purchase  250,000  shares of Common Stock at an exercise price of $1.06 per
     share which  vested on November  2, 1997,  (f) options to purchase  500,000
     shares of Common Stock at an exercise price of $1.06 per share which vested
     on May 1,  1997  granted  pursuant  to Mr.  Meier's  employment  agreement,
     options to purchase 500,000 shares of Common Stock at $1.06 per share which
     vested on May 1, 1998 granted pursuant to Mr. Meier's employment  agreement
     and options to purchase 500,000 shares of Common Stock at an exercise price
     of $1.06 per share  which  vested on May 1, 1999  granted  pursuant  to Mr.
     Meier's  employment  agreement,  (g) options to purchase  250,000 shares of
     Common  Stock at an  exercise  price of $1.63 per  share,  (h)  options  to
     purchase  150,000  shares of Common Stock at an exercise price of $1.10 per
     share which vested on December 23,  1999,  (i) options to purchase  150,000
     shares of Common Stock at an exercise price of $0.60 per share which vested
     on December 21, 2001,  (j) options to purchase  1,000,000  shares of Common
     Stock at an  exercise  price of $0.056 per share  which  vested on March 4,


                                     - 7 -


     2004 and (ii) an  aggregate of 331,761  shares of Common  Stock  (including
     shares of Common Stock issuable upon exercise of warrants and conversion of
     Series A and  Series  M  Preferred  Stock)  beneficially  owned  by  Belmer
     Partners,  of which Mr.  Meier is a general  partner.  Excludes  options to
     purchase  625,000 shares of Common Stock of  Tigerquote.com  at an exercise
     price of $.50 per share.  Also excludes all  securities  owned by Norman M.
     Meier and Phyllis R. Meier, Mr. Meier's father and mother, respectively, as
     to which Mr. Meier disclaims  beneficial  ownership.  Includes  416,666 and
     250,225  shares  of  Common  Stock  owned by Lynda  Meier  and Eric  Meier,
     respectively,  who are the sister and brother,  respectively, of Bradley I.
     Meier,  which shares are subject to proxies granting voting rights for such
     shares to Bradley I. Meier.

(4)  Consists of (i)  3,044,444  shares of Common Stock (ii) options to purchase
     15,000  shares of Common  Stock at an  exercise  price of $1.10 per  share,
     (iii)  options to purchase  100,000  shares of Common  Stock at an exercise
     price of $0.50 per share and (iv)  options to  purchase  200,000  shares of
     Common Stock at an exercise price of $0.04 per share.

(5)  Consists of (i) (a) 479,246 shares of Common Stock, (b) options to purchase
     3,750  shares of Common  Stock at an  exercise  price of $12.50  per share,
     options to purchase  3,750 shares of Common  Stock at an exercise  price of
     $9.00 per share and options to purchase  250,000  shares of Common Stock at
     an exercise price of $1.25 per share, (c) warrants to purchase 3,082 shares
     of Common  Stock at an  exercise  price of $22.00  per share,  warrants  to
     purchase  2,494  shares of Common  Stock at an exercise  price of $4.25 per
     share,  warrants to purchase  28,538  shares of Common Stock at an exercise
     price of $1.50 per share,  warrants  to purchase  120,000  shares of Common
     Stock at an  exercise  price of $3.00 per share and  warrants  to  purchase
     129,970 shares of Common Stock at an exercise price of $1.00 per share, (d)
     214,938  shares of Common Stock  issuable  upon  conversion of Series A and
     Series M Preferred  Stock, (e) options to purchase 500,000 shares of Common
     Stock at an exercise  price of $1.06 per share which  vested on November 2,
     1997, (f) options to purchase 500,000 shares of Common Stock at an exercise
     price of $1.63 per share,  (g) options to purchase  75,000 shares of Common
     Stock at an  exercise  price of $1.10 per share,  (h)  options to  purchase
     25,000  shares of Common Stock at an exercise  price of $0.60 per share and
     (ii) an aggregate of 331,761  shares of Common Stock  (including  shares of
     Common Stock  issuable upon exercise of warrants and conversion of Series A
     and Series M Preferred Stock)  beneficially  owned by Belmer,  of which Mr.
     Meier is a general partner.  Excludes options to purchase 100,000 shares of
     Common  Stock of  Tigerquote.com  at an  exercise  price of $.50 per share.
     Excludes all  securities  owned by Bradley I. Meier or Phyllis  Meier,  Mr.
     Meier's  son  and  former  spouse,  respectively,  as to  which  Mr.  Meier
     disclaims beneficial ownership.

(6)  Consists of (i) 25,000  shares of Common  Stock,  (ii)  options to purchase
     100,000  shares of Common  Stock at an  exercise  price of $1.06 per share,
     (iii)  options to purchase  100,000  shares of Common  Stock at an exercise
     price of $1.63 per share,  of which 50,000 are held in a custodial  account
     for Mr.  Slogoff's  minor son,  (iv) options to purchase  20,000  shares of
     Common  Stock at an  exercise  price of $1.10 per share and (v)  options to
     purchase  10,000  shares of Common Stock at an exercise  price of $0.60 per
     share.  Excludes  options  to  purchase  20,000  shares of Common  Stock of
     Tigerquote.com at an exercise price of $.50 per share.

                                     - 8 -


(7)  Consists of (i) 25,000  shares of Common  Stock,  (ii)  options to purchase
     100,000  shares of Common  Stock at an  exercise  price of $1.06 per share,
     (iii)  options to purchase  100,000  shares of Common  Stock at an exercise
     price of $1.63 per share,  (iv) options to purchase 20,000 shares of Common
     Stock at an  exercise  price of $1.10 per share and (v) options to purchase
     10,000  shares of Common  Stock at an  exercise  price of $0.60 per  share.
     Excludes   options  to   purchase   20,000   shares  of  Common   Stock  of
     Tigerquote.com at an exercise price of $.50 per share.

(8)  Consists of (i) 50,000  shares of Common  Stock,  (ii)  options to purchase
     50,000  shares of Common  Stock at an  exercise  price of $1.87 per  share,
     (iii)  options to  purchase  25,000  shares of Common  Stock at an exercise
     price of $1.10 per share,  (iv) options to purchase 15,000 shares of Common
     Stock at  exercise  price of $0.70 per share and (v)  options  to  purchase
     100,000  shares of Common  Stock at an  exercise  price of $0.50 per share.
     Excludes   options  to   purchase   20,000   shares  of  Common   Stock  of
     Tigerquote.com at an exercise price of $.50 per share.

(9)  See footnotes (1) - (8) above.

SERIES M PREFERRED STOCK

     As of  November  9,  2005,  the  following  table  sets  forth  information
regarding  the number and  percentage  of Series M  Preferred  Stock held by all
persons, other than those persons listed immediately above, who are known by the
Company to beneficially own or exercise voting or dispositive control over 5% or
more of the Company's outstanding Series M Preferred Stock:

                                  Amount and Nature of
Name and Address (1)              Beneficial Ownership      Percent of Class
----------------                  --------------------      ----------------
Phyllis R. Meier (2)                     16,800                  18.9%
Universal Insurance Holdings, Inc.
1110 West Commercial Boulevard
Suite 100
Fort Lauderdale, Florida 33309

Belmer Partners (3)                      15,000                  16.9%
c/o Phyllis R. Meier
Managing General Partner
Universal Insurance Holdings, Inc.
1110 West Commercial Boulevard
Suite 100
Fort. Lauderdale, Florida 33309

(1)  Unless otherwise indicated,  the Company believes that each person has sole
     voting  and  investment  rights  with  respect  to the  shares  of Series M
     Preferred Stock specified opposite her or its name.

(2)  Consists of (i) 1,800  shares of Series M  Preferred  Stock and (ii) 15,000
     shares of Series M Preferred Stock  beneficially  owned by Belmer, of which
     Ms. Meier is the managing general partner. Excludes all securities owned by
     Bradley  I.  Meier  and  Norman  M.  Meier,  the  son  and  former  spouse,


                                     - 9 -


     respectively, as to which Ms. Meier disclaims beneficial ownership.

(3)  Belmer Partners is a Florida general  partnership in which Phyllis R. Meier
     is  managing  general  partner and Bradley I. Meier and Norman M. Meier are
     general partners.

SERIES A PREFERRED STOCK

     As of  November  9,  2005,  the  following  table  sets  forth  information
regarding  the number and  percentage  of Series A  Preferred  Stock held by all
persons, other than those persons listed immediately above, who are known by the
Company to beneficially own or exercise voting or dispositive control over 5% or
more of the Company's outstanding Series A Preferred Stock:

                                    Amount and Nature of
Name and Address (1)                Beneficial Ownership       Percent of Class
----------------                    --------------------       ----------------

Phyllis R. Meier (2)                        9,975                   20.0%
Universal Insurance Holdings, Inc.
1110 West Commercial Boulevard
Suite 100
Fort Lauderdale, Florida 33309

Belmer Partners (3)                        30,000                   60.0%
c/o Phyllis R. Meier
Managing General Partner
Universal Insurance Holdings, Inc.
1110 West Commercial Boulevard
Suite 100
Fort Lauderdale, Florida 33309

(1)  Unless otherwise indicated,  the Company believes that each person has sole
     voting  and  investment  rights  with  respect  to the  shares  of Series A
     Preferred Stock specified opposite her or its name.

(2)  Consists of 9,975 shares of Series A Preferred  Stock  beneficially  owned.
     Excludes  all shares of Series A Preferred  Stock owned by Norman M. Meier,
     Ms.  Meier's  former  spouse,  as to which Ms. Meier  disclaims  beneficial
     ownership.

(3)  Belmer Partners is a Florida general  partnership in which Phyllis R. Meier
     is  managing  general  partner and Bradley I. Meier and Norman M. Meier are
     general partners.

COMMON STOCK

     As of  November  9,  2005,  the  following  table  sets  forth  information
regarding the number and  percentage of Common Stock held by all persons,  other
than those persons  listed  immediately  above,  who are known by the Company to
beneficially  own or exercise  voting or dispositive  control over 5% or more of
the Company's outstanding Common Stock:

                                     - 10 -


                                   Amount and Nature of
Name and Address (1)               Beneficial Ownership (2)  Percent of Class
----------------                   --------------------      ----------------
Martin Steinberg, Esq., as the           6,518,004                18.6 %
receiver for Lancer Offshore
Inc. (3)
c/o David E. Wells, Esq.
Hunton & Williams LLP
1111 Brickell Avenue,  Suite 2500
Miami, Florida 33131

(1)  Unless otherwise indicated,  the Company believes that each person has sole
     voting and investment  rights with respect to the shares of Common Stock of
     the Company specified opposite its name.

(2)  A person is deemed to be the  beneficial  owner of Common Stock that can be
     acquired by such person within 60 days of the date hereof upon the exercise
     of  warrants  or stock  options  or  conversion  of  Series A and  Series M
     Preferred Stock or convertible  debt. Except as otherwise  specified,  each
     beneficial  owner's  percentage  ownership is  determined  by assuming that
     warrants,  stock  options,  Series  A and  Series  M  Preferred  Stock  and
     convertible  debt that are held by such a person (but not those held by any
     other person) and that are exercisable within 60 days from the date hereof,
     have been exercised or converted.

(3)  Consists of  6,518,004  shares of Common Stock as indicated on Schedule 13D
     dated July 10, 2003 filed with the  Securities  and Exchange  Commission on
     March 5, 2004.

                                     - 11 -


                              ELECTION OF DIRECTORS
                                  (PROPOSAL 1)

     The Board has the ultimate  authority  for the  management of the Company's
business,  objectives,  and  operations.  It  selects  the  Company's  executive
officers, delegates responsibilities for the conduct of the Company's day-to-day
operations to those officers, and monitors the performance of the officers.

     Meetings of the Board are held regularly each quarter and as required.  The
Board held 4 meetings during 2004. Each director  attended 75 percent or more of
the aggregate number of Board meetings during 2004.

     The Company  encourages  its Board members to attend the  Company's  Annual
Meeting of Shareholders.

     Outside directors receive annual  compensation of $30,000,  paid quarterly,
for  serving  on the  Board  and  periodically  receive  stock  options  and the
reimbursement of reasonable  expenses incurred in attending  meetings.  Officers
are elected  annually by the Board and serve at the discretion of the Board. The
Company has entered into indemnification  agreements with its executive officers
and  directors  pursuant  to which the  Company  has  agreed to  indemnify  such
individuals,  to the fullest  extent  permitted  by law, for claims made against
them in connection with their positions as officers,  directors or agents of the
Company.

     The Board has nominated Bradley I. Meier,  Norman M. Meier, Sean P. Downes,
Reed J.  Slogoff  and Joel M.  Wilentz for  reelection  to the Board to serve as
directors  until the 2006  annual  meeting or until  their  successors  are duly
elected  and  qualified.  The  nominees  have  consented  to be  named  and have
indicated  their intent to serve if elected.  The Board has no reason to believe
that the nominees  will be  unavailable  or that any other  vacancy on the Board
will occur. If any nominee becomes  unavailable for any reason,  or if any other
vacancy in the class of  directors  to be elected at the Annual  Meeting  should
occur before the election, the shares represented by the proxy will be voted for
the person,  if any, who is designated by the Board to replace the nominee or to
fill such other vacancy on the Board.

     The holders of Series M Preferred Stock, voting separately as a series, are
entitled to elect directors to fill the seats currently held by Bradley I. Meier
and Norman M. Meier,  both of whom the Board  recommends  for  reelection;  such
directors  shall be  elected by a majority  of votes in the  affirmative  of the
Series M  Preferred  Stock  shares  cast at the Annual  Meeting.  The holders of
Common Stock,  the holders of Series M Preferred Stock and the holders of Series
A Preferred Stock voting together as one class,  are entitled to elect directors
to fill the seats currently held by Sean P. Downes,  Reed J. Slogoff and Joel M.
Wilentz,  all of whom the Board recommends for reelection;  such directors shall
be elected by a majority of votes in the affirmative of the Common Stock shares,
Series M Preferred  Stock  shares and Series A Preferred  Stock  shares,  voting
together as a class,  cast at the Annual Meeting.  If elected,  all nominees are
expected to serve until the 2006 annual  meeting or until their  successors  are
duly elected and qualified.

     THE BOARD  UNANIMOUSLY  RECOMMENDS  THAT THE  NOMINEES  DESCRIBED  ABOVE BE
ELECTED AS  DIRECTORS  TO SERVE  UNTIL THE 2006  ANNUAL  MEETING OR UNTIL  THEIR
SUCCESSORS ARE DULY ELECTED AND QUALIFIED.

                                     - 12 -


      INFORMATION CONCERNING THE BOARD OF DIRECTORS AND EXECUTIVE OFFICERS

     The current directors and executive officers of the Company are as follows:

        Name            Age             Position             First Year
        ----            ---             --------             ----------
                                                             as Director
                                                             -----------
                                                            (Term Expires)

Bradley I. Meier        37    President, Chief Executive         1990
(Director Nominee)            Officer, Secretary and            (2005)
                              Director

Norman M. Meier         65    Director, Secretary                1992
(Director Nominee)                                              (2005)

Reed J. Slogoff         36    Director                           1997
(Director Nominee)                                              (2005)

Joel M. Wilentz, M.D.   70    Director                           1997
(Director Nominee)                                              (2005)

Sean P. Downes          34    Chief Operating Officer,           2005
(Director Nominee)            Senior Vice President and         (2005)
                              Director

James M. Lynch          51    Executive Vice President and
                              Chief Financial Officer


     Biographical  information regarding the directors and executive officers of
the Company is as follows:

     Bradley I. Meier has been President, Chief Executive Officer and a Director
of the Company since its inception in November  1990. He has served as President
of Universal Property and Casualty  Insurance Company ("UPCIC"),  a wholly owned
subsidiary of the Company, since its formation in April 1997. In 1990, Mr. Meier
graduated from the Wharton School of Business with a B.S. in Economics.

     Norman M. Meier has been a Director  of the Company  since July 1992.  From
December 1986 until  November 1999,  Mr. Meier was  President,  Chief  Executive
Officer  and a  Director  of  Columbia  Laboratories,  Inc.,  a  publicly-traded
corporation in the  pharmaceuticals  business.  From 1971 to 1977, Mr. Meier was
Vice President of Sales and Marketing for Key  Pharmaceuticals.  From 1977 until
1986, Mr. Meier served as a consultant to Key Pharmaceuticals.

     Reed J.  Slogoff has been a Director of the Company  since March 1997.  Mr.
Slogoff is currently a principal with Pearl  Properties  Commercial  Management,
LLC,  a  commercial  real  estate   investment  and  management  firm  based  in
Philadelphia,   Pennsylvania.   Mr.   Slogoff   was   formerly   with   Entercom
Communications  Corp.,  a publicly  traded  radio  broadcasting  company and was


                                     - 13 -


previously  a member of the  corporate  and real estate group of the law firm of
Dilworth,  Paxson,  LLP.  Mr.  Slogoff  received  a B.A.  with  Honors  from the
University of  Pennsylvania  in 1990,  and a J.D.  from the  University of Miami
School of Law in 1993.

     Joel M. Wilentz,  M.D. has been a Director of the Company since March 1997.
Dr. Wilentz is one of the founding members of Dermatology Associates in Florida,
founded  in 1970.  He is a  member  of the  boards  of the  Neurological  Injury
Compensation   Associate  for  Florida,   the  Broward  County  Florida  Medical
Association,  and the American Arm of the Israeli  Emergency Medical Service for
the southeastern United States, of which he is also President.  Dr. Wilentz is a
past member of the Board of Overseers of the Nova Southeastern University School
of Pharmacy.

     Sean P. Downes has been Senior Vice President and Chief  Operating  Officer
of the Company since January 2005. He also has been Chief Operating  Officer and
a Director of UPCIC since July 2003. Mr. Downes was Chief  Operating  Officer of
Universal  Adjusting  Corporation from July 1999 to July 2003.  During that time
Mr. Downes created the Company's claims operation. Before joining the Company in
July 1999,  Mr.  Downes was Vice  President of Dennis Downes and  Associates,  a
multi-line insurance adjustment corporation.

     James M. Lynch has been Vice President and Chief  Financial  Officer of the
Company since August 1998.  Before joining the Company in August 1998, Mr. Lynch
was Chief  Financial  Officer of Florida  Administrators,  Inc., an organization
specializing  in property  and casualty  insurance.  Prior to working at Florida
Administrators,  Inc.,  Mr. Lynch held the position of Senior Vice  President of
Finance and Comptroller of Trust Group, Inc., which also specialized in property
and casualty  insurance.  Before his  position at Trust  Group,  Mr. Lynch was a
Manager with the accounting and auditing firm of Coopers & Lybrand,  which later
became PricewaterhouseCoopers LLC.

     Norman M. Meier and  Bradley  I.  Meier are  father and son,  respectively.
There are no other family  relationships  among the Company's executive officers
and directors.

     All Directors hold office until the next annual meeting of  stockholders or
the election and qualification of their successors.  Currently, the Company does
not have a  procedure  by  which  shareholders  may  recommend  nominees  to the
Company's  Board of  Directors.  Officers  are elected  annually by the Board of
Directors and serve at the discretion of the Board.

     The Company has entered into indemnification  agreements with its executive
officers  and  directors  pursuant to which the Company has agreed to  indemnify
such  individuals,  to the  fullest  extent  permitted  by law,  for claims made
against them in connection with their positions as officers, directors or agents
of the Company.

BOARD OF DIRECTORS AND COMMITTEES

     The Company has a separately designated Audit Committee,  whose members are
Bradley I. Meier and Reed J.  Slogoff.  The  Company's  Board of  Directors  has
determined  that the Company does not have an Audit Committee  financial  expert
serving  on its Audit  Committee  because  the  Company  has not  identified  an
individual with the required  expertise and experience.  Only Reed J. Slogoff is


                                     - 14 -


independent  as defined under the National  Association  of  Securities  Dealers
standards ("NASD").  The Audit Committee  recommends the firm to be appointed as
the independent  registered  public  accounting firm of the Company to audit the
Company's  financial  statements and to perform  services  related to the audit,
review the scope and results of the audit with the independent registered public
accounting firm,  review with management and the independent  registered  public
accounting  firm the  Company's  year-end  operating  results and  consider  the
adequacy  of  the  internal  accounting  PROCEDURES.  The  Audit  Committee  met
separately  once during 2004,  and the full board,  including the members of the
Audit  Committee,  met several  times  during the year to discuss the  financial
position of the Company,  provide recommendations and guidance to management and
evaluate strategies and financial opportunities and initiatives.

     The Company has not established a Compensation Committee. Given the size of
the Company and its  resources,  the Board of  Directors  believes  that this is
appropriate.

     The Company has not established a Nominating  Committee.  Given the size of
the Company and its  resources,  the Board of  Directors  believes  that this is
appropriate. A director can be nominated by a member of the Board.

     The  Company  has not  adopted a code of ethics  for senior  executive  and
financial officers because it has not expended the resources  necessary for such
adoption.

     The Company has not  established  a set  process for  shareholders  to send
communications  to the Board.  Given the size of the Company and its  resources,
the Board of Directors believes that this is appropriate.


                             EXECUTIVE COMPENSATION

     The tables and  descriptive  information  set forth  below are  intended to
comply with the  Securities  and  Exchange  Commission  compensation  disclosure
requirements  applicable to, among other reports and filings,  annual reports on
Form  10-KSB.  This  information  is  furnished  with  respect to the  Company's
executive officers who earned in excess of $100,000 during the fiscal year ended
December 31, 2004.

     SUMMARY OF COMPENSATION TABLE




                                         ANNUAL COMPENSATION
                                         -------------------

     Name and       Year Ended                       Restricted         Long-Term Compensation
Principal Position  December 31   Salary     Bonus   Stock Award     Securities Underlying Options
------------------  -----------   ------     -----   -----------     -----------------------------
                                                             
Bradley I. Meier       2004     $419,052         $0            0            1,000,000
President and CEO      2003      381,150          0            0                    0
                       2002      346,500          0            0                    0


                                     - 15 -




                               ANNUAL COMPENSATION
                               -------------------

     Name and       Year Ended                       Restricted         Long-Term Compensation
Principal Position  December 31   Salary     Bonus   Stock Award     Securities Underlying Options
------------------  -----------   ------     -----   -----------     -----------------------------
                                                             
James M. Lynch         2004      $172,375   $15,000            0                    0
Executive Vice         2003       155,000         0            0                    0
President and CFO      2002       149,250    15,000            0                    0

Sean P. Downes         2004      $225,000   $29,933    2,000,000                    0
Chief Operating        2003       109,167         0            0                    0
Officer of UPCIC       2002        81,250         0            0              200,000


OPTION GRANTS IN LAST FISCAL YEAR

Name                     Number Of       % of Total     Exercise or   Expiration
----                    Securities    Options Granted   Base Price    Date
                        Underlying    to Employees in   ----------    ----
                      Options Granted   Fiscal Year
                      ---------------   -----------
Bradley I. Meier         1,000,000          100%          $0.056         2014


AGGREGATED  OPTION  EXERCISES AND OPTION VALUES FOR THE YEAR ENDED  DECEMBER 31,
2004



                   Shares                   Number of Securities       Value of Unexercised
                  Acquired      Value      Underlying Unexercised      In-The-Money Options
Name             on Exchange  Realized  Options at December 31, 2004   at December 31, 2004
----             -----------  --------
                                          Exercisable  Unexercisable   Exercisable  Unexercisable
                                          -----------  -------------   -----------  ------------
                                                                      
Bradley I. Meier      -           -        1,000,000         -             $-           $-


LONG-TERM INCENTIVE PLANS - AWARDS IN LAST FISCAL YEAR

     None.


EMPLOYMENT AGREEMENT

     As of August 11,  1999,  the Company  entered  into a four-year  employment
agreement  with Bradley I. Meier,  the Company's  President and Chief  Executive
Officer, amending and restating the previous employment agreement of May 1, 1997
between the Company and Mr. Meier. Under the terms of the employment  agreement,
Mr. Meier will devote  substantially  all of his time to the Company and will be
paid a base salary of $250,000 per year which shall be increased by 5% each year
beginning  with the  first  anniversary  of the  effective  date.  Additionally,
pursuant to the employment  agreement,  and during each year thereof,  Mr. Meier
will be entitled  to a bonus equal to 3% of pretax  profits up to $5 million and
4% of pretax profits in excess of $5 million.  On May 4, 2001, Addendum No. 3 to


                                     - 16 -


the  employment  agreement was approved by the Board of  Directors,  whereby Mr.
Meier was entitled to receive an additional  fifteen  percent (15%)  increase in
his base  compensation  in  addition to the  cumulative  base  compensation  and
increase calculated at the beginning of 2001, retroactive to January 1, 2001 and
under  Addendum No. 3, for each  successive  year of the term of the  employment
agreement,  the base  compensation as adjusted by previous  increase(s)  will be
increased by ten (10%) percent. The employment agreement with Mr. Meier contains
non-competition and non-disclosure  covenants.  In addition, the agreement shall
be extended  automatically  for one year at each  anniversary of the date of the
agreement up to the fourth year of the  agreement,  at the option of Mr.  Meier.
Under the terms of Mr. Meier's  employment  agreement  dated May 1, 1997, he was
granted  ten-year stock options to purchase  1,500,000 shares of Common Stock at
$1.06 per share,  of which 500,000 options vested  immediately,  500,000 options
vested after one year and the remaining options vested after two years. On March
4, 2004,  Mr. Meier was granted  ten-year  stock  options to purchase  1,000,000
shares of Common  Stock at $0.056  per  share,  which  vested  immediately.  The
Company  issued  2,823,529  and  4,708,332  shares of Common  Stock  during  the
respective years ended December 31, 2004 and 2003 in conjunction with amendments
approved  by the Board of  Directors  to the  employment  agreement  between the
Company and Mr. Meier whereby Mr. Meier  converted  salary and accrued  vacation
into shares of Common  Stock.  The shares  were  issued to Mr.  Meier in private
transactions  performed  in  accordance  with the  terms of the  amendments  and
pursuant to Section 4(2) of the Securities Act of 1933, as amended.

     As of January 1, 2005,  the Company  entered into an  employment  agreement
with Sean P. Downes,  appointing him as Chief Operating  Officer and Senior Vice
President of the Company until  December 31, 2008 unless the term is extended by
the Company. The agreement provides for an annual base salary of $350,000, which
shall be increased by twenty (20)  percent  each year  beginning  with the first
anniversary  of the  effective  date.  In addition,  Mr. Downes shall receive an
annual  bonus of three (3) percent of the pre-tax  profits of the  Company,  and
from time to time the  Company  may grant Mr.  Downes  options  or  warrants  to
purchase the  Company's  Common  Stock.  Mr.  Downes is also  eligible for other
benefits  customarily  provided by the Company to its executive  employees.  The
employment  agreement for Mr. Downes also contains provisions  regarding pay and
benefits upon certain  termination and Change in Control events (as such term is
defined in the  employment  agreement)  which are  normally  found in  executive
employment agreement, as well as noncompete and nondisclosure provisions. If Mr.
Downes is  terminated  for  "cause"  (as such term is defined in the  employment
agreement),  any accrued but not paid benefits  shall no longer be an obligation
of the Company.  If a Change of Control occurs, Mr. Downes is entitled to salary
and bonus for one year in a lump sum and all options or warrants  granted to Mr.
Downes shall immediately vest and become exercisable.

CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS

     All underwriting,  rating, policy issuance and administration functions for
UPCIC are  performed by UPCIC,  Universal  Risk  Advisors,  Inc., a wholly owned
subsidiary of the Company,  and  unaffiliated  third parties.  Claims  adjusting
functions  are  performed by  Universal  Adjusting  Corporation,  a wholly owned
subsidiary.

Dennis Downes and  Associates,  a multi-line  insurance  adjustment  corporation
based in Deerfield  Beach,  Florida  performs  certain claims adjusting work for
UPCIC. Dennis Downes and Associates is owned by Dennis Downes, who is the father
of Sean P.  Downes,  COO of UPCIC and the  Company.  During  2004 and 2003,  the


                                     - 17 -



Company paid claims  adjusting  fees of $1,037,151 and $119,471 to Dennis Downes
and Associates.

Since  December  1997,  as  a  condition  of  the  licensing  of  the  Company's
subsidiary, the Company's outside counsel held $290,000 in trust for the benefit
of the Company in the counsel's  escrow  account  pending  resolution of a claim
against a Company director and an unrelated entity.  Such funds were included in
the Company's consolidated financial statements as cash and cash equivalents. In
October  2003,  the  dispute  was  resolved  and the claim was  settled on terms
including  a  cash  payment  of  $201,000,  which  the  Company  paid  under  an
indemnification  arrangement  with  the  director.  Legal  fees  related  to the
settlement were $37,036.  These amounts were recorded as an expense during 2003.
The remaining  funds together with interest  earned,  net of settlement cost and
attorney fees, were returned to the Company.

                             AUDIT COMMITTEE REPORT

     The  following  is the report of the Audit  Committee  with  respect to the
Company's  audited  financial  statements for the fiscal year ended December 31,
2004,  which  include the balance  sheet of the Company as of December 31, 2004,
and the related  statements of operations,  changes in shareholders'  equity and
cash flows for the years in the period ended  December 31, 2004 and 2003 and the
notes thereto.  The information  contained in this report shall not be deemed to
be  "soliciting  material"  or to be "filed"  with the  Securities  and Exchange
Commission,  nor shall such  information be  incorporated  by reference into any
future filing under the  Securities  Act of 1933, as amended,  or the Securities
Exchange  Act of 1934,  as  amended,  except  to the  extent  that  the  Company
specifically incorporates it by reference in such filing.

REVIEW WITH MANAGEMENT

     The Audit  Committee  has  reviewed and  discussed  the  Company's  audited
financial statements with management.

REVIEW AND DISCUSSIONS WITH INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

     The Audit Committee has discussed with Blackman  Kallick  Bartelstein  LLP,
the  Company's  independent  registered  public  accounting  firm for 2004,  the
matters  required to be discussed in accordance with the standards of the Public
Company  Accounting  Oversite  Board which include,  among other items,  matters
related to the conduct of the audit of the Company's financial statements.

     The Audit  Committee has received  written  disclosures and the letter from
Blackman  Kallick  Bartelstein  LLP  required by  Independence  Standards  Board
Standard No. 1 (which relates to the accountant's  independence from the Company
and its related  entities) and has discussed with Blackman  Kallick  Bartelstein
LLP its independence from the Company.

     The Audit Committee has not adopted a charter for the Committee.  Given the
size of the Company and its resources, the Board of Directors believes that this
is  appropriate.  Only Reed J. Slogoff is  independent as defined under the NASD
rules.


                                     - 18 -



CONCLUSION

     Based on the review and discussions  referred to above, the Audit Committee
recommended  to  the  Company's  Board  that  the  Company's  audited  financial
statements  be included in the  Company's  Annual  Report on Form 10-KSB for the
fiscal year ended December 31, 2004.


                                 SUBMITTED BY THE AUDIT COMMITTEE OF
                                 THE BOARD OF DIRECTORS

                                 Bradley I. Meier
                                 Reed J. Slogoff


                  AMENDMENT OF THE CERTIFICATE OF INCORPORATION
                                  (PROPOSAL 2)

     The Company is currently  authorized to issue  40,000,000  shares of Common
Stock,  par value $0.01 per share, of which, as of November 9, 2005,  36,463,219
shares were issued and  outstanding.  Thus,  as of November 9, 2005,  there were
approximately  3,536,781 shares of Common Stock that were unissued. In addition,
the Company is  obligated  to issue  shares of Common Stock upon the exercise of
stock options and warrants granted by the Company and upon the conversion of the
Company's outstanding preferred stock.

     In these circumstances,  the Board of Directors determined that it would be
advisable  and in the  best  interest  of the  Company  to amend  the  Company's
Certificate  of  Incorporation,   as  amended  and  restated   ("Certificate  of
Incorporation"),  to increase the number of authorized shares of Common Stock in
order to have additional  shares available for issuance to meet various business
needs as they may arise and to enhance the Company's  flexibility  in connection
with  possible  future  actions.  Those  business  needs and actions may include
additional financing,  stock dividends, stock splits, employee benefit programs,
corporate business combinations and other corporate purposes.  While the Company
currently has no arrangements, understandings or commitments with respect to the
issuance of any additional shares of Common Stock, it is considered advisable to
have sufficient  authorized and unissued shares available to enable the Company,
as the need may arise,  to move promptly to take advantage of market  conditions
and the  availability  of other  favorable  opportunities  without the delay and
expense involved in calling a special meeting of shareholders.  Unless otherwise
required by applicable law or regulation,  the additional shares of Common Stock
will be  issuable  without  further  authorization  by vote  or  consent  of the
shareholders  and on such terms and for such  consideration as may be determined
by the Board.

     Pursuant to that determination, on October 11, 2005, the Board of Directors
unanimously  approved and recommended that the Company's  shareholders  consider
and approve an amendment to Article IV of the  Certificate of  Incorporation  of
the Company to increase the number of  authorized  shares of Common Stock of the
Company from 40,000,000 shares to 50,000,000 shares.


                                     - 19 -



     The  authorization  of additional  shares of Common Stock  pursuant to this
proposal  will have no dilutive  effect upon  proportionate  voting power of the
present  shareholders  of the  Company.  However,  to the extent that shares are
subsequently  issued in connection  with any  corporate  action to persons other
than the present shareholders, such issuance could have a dilutive effect on the
earnings per share and voting power of present shareholders.

     In addition,  although the issuance of additional shares of Common Stock in
certain  instances may have the effect of forestalling a hostile  takeover,  the
Board does not  intend nor does it view the  increase  in  authorized  shares of
Common  Stock as an  anti-takeover  measure.  The  Company  is not  aware of any
proposed or contemplated transaction of this type, and the proposed amendment to
the  Certificate of  Incorporation  is not being  recommended in response to any
specific effort of which the Company is aware to obtain control of the Company.

     At the Annual  Meeting,  the  shareholders  will be asked to  consider  the
proposal  recommended  by the  Board of  Directors  to amend  Article  IV of the
Certificate  of  Incorporation.  As  proposed to be  amended,  paragraph  (a) of
Article IV would read as follows:

         The total  number of shares of all classes of stock which the
         Corporation  shall have the  authority to issue is 51,000,000
         shares, of which:

                   (i) 50,000,000 shares shall be designated as Common
         Stock,  having a par  value of $.01 per  share  (the  "Common
         Stock"); and

                   (ii)  1,000,000   shares  shall  be  designated  as
         Preferred Stock, having a par value of $.01 per share.

     If the amendment is approved by the Company's shareholders,  it will become
effective upon the filing of a Certificate  of Amendment in accordance  with the
General Corporation Law of Delaware.

     THE  BOARD  UNANIMOUSLY  RECOMMENDS  A VOTE FOR THE  PROPOSAL  TO AMEND THE
CERTIFICATE  OF  INCORPORATION  TO INCREASE THE NUMBER OF  AUTHORIZED  SHARES OF
COMMON STOCK.



                                     - 20 -



          APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
                                  (PROPOSAL 3)

     The Audit  Committee  recommended  and the Board of Directors  approved the
appointment  of the  accounting  firm Blackman  Kallick  Bartelstein  LLP as the
Company's  independent  registered  public  accounting  firm for the fiscal year
2005,  subject to shareholder  ratification.  Blackman  Kallick  Bartelstein LLP
audited the Company's  financial  statements for the fiscal years ended December
31, 2002, 2003 and 2004.

AUDIT FEES

     Audit fees for the fiscal  years ended  December  31, 2004 and December 31,
2003 were $132,000 and $115,000, respectively.

AUDIT RELATED FEES

     Audit  related  fees for the  fiscal  years  ended  December  31,  2004 and
December 31, 2003 were $0.

TAX FEES

     Tax fees for the fiscal years ended December 31, 2004 and December 31, 2003
were $31,500 and $25,000, respectively.

ALL OTHER FEES

     All  other  fees  for  products  and  services  provided  by the  Company's
principal  accountant  for the fiscal years ended December 31, 2004 and December
31, 2003 were $0.

POLICY  ON AUDIT  COMMITTEE  PRE-APPROVAL  OF AUDIT  AND  PERMISSIBLE  NON-AUDIT
SERVICES OF THE INDEPENDENT AUDITOR

     All audit related services were pre-approved by the Audit Committee,  which
concluded  that the provision of such services by Blackman  Kallick  Bartelstein
LLP was  compatible  with the  maintenance  of that firm's  independence  in the
conduct of its auditing  functions.  The Board has  appointed  Blackman  Kallick
Bartelstein  LLP  to  serve  as  the  Company's  independent  registered  public
accounting firm for the fiscal year ending December 31, 2005. Representatives of
Blackman  Kallick  Bartelstein LLP will be available at the Annual Meeting where
they will have the  opportunity  to make a statement if they desire to do so and
where they will be available to respond to any appropriate questions.

     THE  BOARD  UNANIMOUSLY  RECOMMENDS  A VOTE  FOR  THE  RATIFICATION  OF THE
APPOINTMENT OF BLACKMAN  KALLICK  BARTELSTEIN  LLP AS THE COMPANY'S  INDEPENDENT
REGISTERED PUBLIC ACCOUNTING FIRM FOR THE YEAR ENDING DECEMBER 31, 2005.


                                     - 21 -



                                  ANNUAL REPORT

     A COPY OF THE COMPANY'S ANNUAL REPORT ON FORM 10-KSB, WITHOUT EXHIBITS, FOR
THE FISCAL YEAR ENDED DECEMBER 31, 2004 ACCOMPANIES  THIS PROXY STATEMENT.  UPON
WRITTEN REQUEST, THE COMPANY WILL PROVIDE TO ANY SHAREHOLDER,  FREE OF CHARGE, A
COPY OF ITS ANNUAL REPORT ON FORM 10-KSB,  WITHOUT  EXHIBITS,  AS FILED WITH THE
SECURITIES AND EXCHANGE COMMISSION.  REQUESTS FOR COPIES OF THE COMPANY'S ANNUAL
REPORT ON FORM 10-KSB SHOULD BE DIRECTED TO JAMES M. LYNCH,  UNIVERSAL INSURANCE
HOLDINGS,  INC., 1110 WEST  COMMERCIAL  BOULEVARD,  SUITE 100, FORT  LAUDERDALE,
FLORIDA 33309.

             SECTION 16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE

Section  16(a) of the Exchange Act requires the Company's  directors,  executive
officers,  and persons who own more than 10% of the  Company's  Common  Stock to
file initial  reports of ownership and reports of changes in ownership  with the
SEC.   Directors,   executive   officers  and  greater  than  10%   shareholders
(collectively,  "Reporting  Persons") are required by SEC regulations to furnish
the Company with copies of all Section 16(a) forms they file.

Based  solely on review of the copies of such forms  provided to the Company and
written representations by the Reporting Persons, the Company believes that, for
the year  ended  December  31,  2004,  all  Section  16(a)  filing  requirements
applicable to the Reporting Persons were met.

                              SHAREHOLDER PROPOSALS

Proposals of shareholders  intended to be presented at the Company's 2006 annual
meeting of Shareholders  must be received by the Company no later than August 9,
2006 to be considered for inclusion in the Company's Proxy Statement and form of
proxy relating to such meeting.

                                  OTHER MATTERS

The  Company  knows of no  business  that will be  presented  for  action at the
meeting  other than those matters  referred to herein.  If other matters do come
before the meeting,  the persons named as proxies will act and vote according to
their best judgment on behalf of the shareholders they represent.


                                    BY ORDER OF THE BOARD OF DIRECTORS


                                    ----------------------------
                                    Bradley I. Meier
                                    Secretary

Dated:  November 11, 2005



                                     - 22 -

                                                                      APPENDIX A

                                                  REVOCABLE PROXY FOR HOLDERS OF
                                                        SERIES M PREFERRED STOCK

                       UNIVERSAL INSURANCE HOLDINGS, INC.
               ANNUAL MEETING OF SHAREHOLDERS ON DECEMBER 7, 2005

           THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS

     The  undersigned  hereby  appoints  James  M.  Lynch,  with  full  power of
substitution,  as the lawful proxy of the undersigned and hereby  authorizes him
to represent  and to vote as  designated  below all shares of Series M preferred
stock of Universal  Insurance  Holdings,  Inc.  ("Company") that the undersigned
would be  entitled  to vote if  personally  present  at the  Annual  Meeting  of
Shareholders  of the  Company to be held on  December  7, 2005 at the  executive
offices  of the  Company,  1110  West  Commercial  Boulevard,  Suite  100,  Fort
Lauderdale,  Florida 33309, and at any adjournment thereof.  Holders of Series M
preferred stock are entitled to one vote per share.

1.   Proposal 1: Election of five directors for a term ending in 2006. Nominees:
     Bradley I. Meier, Norman M. Meier, Sean P. Downes, Reed J. Slogoff and Joel
     M. Wilentz.

          FOR [ ]                      WITHHELD [ ]
          (all nominees except as marked below)

          ----------------------------------------------------------------------
          (Instruction:  To  withhold  authority  to  vote  for  any  individual
          nominee(s), write the name(s) of the nominee(s) on the line above.)

2.   Proposal 2:  Approval  of an  amendment  to the  Company's  Certificate  of
     Incorporation,   as  amended  and  restated,  to  increase  the  number  of
     authorized  shares of common stock of the Company from 40,000,000 shares to
     50,000,000 shares.

          FOR  [ ]                     AGAINST  [ ]                ABSTAIN [ ]

3.   Proposal 3: Ratification of the appointment of Blackman Kallick Bartelstein
LLP,  independent  registered  public  accounting  firm,  as the auditors of the
Company for the year ending December 31, 2005.

          FOR  [ ]                     AGAINST  [ ]                ABSTAIN [ ]

4.   In the  discretion  of such proxy,  to transact  any other  business as may
properly come before the annual meeting or any adjournment thereof.

     This proxy,  when properly  executed,  will be voted in the manner directed
herein by the undersigned shareholder. IF NO DIRECTION IS GIVEN, THIS PROXY WILL
BE VOTED FOR THE MATTERS LISTED ABOVE.

     Whether or not you plan to attend the meeting, you are urged to execute and
return this proxy, which may be revoked at any time prior to its use.

                                                  Change of Address or  [ ]
                                                  Comments Mark Here



                                 

                                    Please sign your name exactly as it appears  hereon.  When
                                    signing as attorney, executor,  administrator,  trustee or
                                    guardian,   please   give  full   title  as  such.   If  a
                                    corporation,   please  sign  in  full  corporate  name  by
                                    President or other authorized  officer.  If a partnership,
                                    please sign in partnership name by authorized person.

Date: __________, 2005
                                    ---------------------------------------
                                    Signature of Shareholder


                                    ----------------------------------------
                                    Signature of Additional Shareholder(s)




                                                                      APPENDIX B

                                                  REVOCABLE PROXY FOR HOLDERS OF
                                       SERIES A PREFERRED STOCK AND COMMON STOCK

                       UNIVERSAL INSURANCE HOLDINGS, INC.
               ANNUAL MEETING OF SHAREHOLDERS ON DECEMBER 7, 2005
           THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS

     The  undersigned  hereby  appoints  James  M.  Lynch,  with  full  power of
substitution,  as the lawful proxy of the undersigned and hereby  authorizes him
to represent  and to vote as  designated  below all shares of Series A preferred
stock and all  shares of common  stock of  Universal  Insurance  Holdings,  Inc.
("Company") that the undersigned would be entitled to vote if personally present
at the Annual Meeting of  Shareholders  of the Company to be held on December 7,
2005 at the executive  offices of the Company,  1110 West Commercial  Boulevard,
Suite 100, Fort  Lauderdale,  Florida  33309,  and at any  adjournment  thereof.
Holders of Series A preferred  stock and common  stock are  entitled to one vote
per share.

1.   Proposal 1: Election of three directors for a term ending in 2006.
     Nominees: Sean P. Downes, Reed J. Slogoff and Joel M. Wilentz.

          FOR [ ]                     WITHHELD [ ]
          (all nominees except as marked below)

          ----------------------------------------------------------------------
          (Instruction:  To  withhold  authority  to  vote  for  any  individual
          nominee(s), write the name(s) of the nominee(s) on the line above.)

2.   Proposal 2:  Approval  of an  amendment  to the  Company's  Certificate  of
     Incorporation,   as  amended  and  restated,  to  increase  the  number  of
     authorized  shares of common stock of the Company from 40,000,000 shares to
     50,000,000 shares.

          FOR [ ]                      AGAINST [ ]                ABSTAIN [ ]

3.   Proposal 3: Ratification of the appointment of Blackman Kallick Bartelstein
LLP,  independent  registered  public  accounting  firm,  as the auditors of the
Company for the year ending December 31, 2005.

          FOR [ ]                      AGAINST [ ]                ABSTAIN [ ]

4.   In the  discretion  of such proxy,  to transact  any other  business as may
properly come before the annual meeting or any adjournment thereof.

     This proxy,  when properly  executed,  will be voted in the manner directed
herein by the undersigned shareholder. IF NO DIRECTION IS GIVEN, THIS PROXY WILL
BE VOTED FOR THE MATTERS LISTED ABOVE.

     Whether or not you plan to attend the meeting, you are urged to execute and
return this proxy,  which may be revoked at any time prior to its use.

                                                    Change of Address or     [ ]
                                                    Comments Mark Here



                                 

                                    Please  sign your name  exactly as it  appears  hereon.
                                    When  signing  as  attorney,  executor,  administrator,
                                    trustee or guardian, please give full title as such. If
                                    a  corporation,  please sign in full  corporate name by
                                    President   or   other   authorized   officer.   If   a
                                    partnership,   please  sign  in  partnership   name  by
                                    authorized person.



Date:_____________, 2005            ---------------------------------------
                                    Signature of Shareholder


                                    ----------------------------------------
                                    Signature of Additional Shareholder(s)